{"id":42469,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-polo-ralph-lauren-lp-and-jones-apparel-group.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-polo-ralph-lauren-lp-and-jones-apparel-group","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-polo-ralph-lauren-lp-and-jones-apparel-group.html","title":{"rendered":"License Agreement &#8211; Polo Ralph Lauren LP and Jones Apparel Group Inc."},"content":{"rendered":"<pre>\n     LICENSE AGREEMENT, dated as of October 18, 1995 by and between Polo Ralph\nLauren, L.P. ('Licensor'), with a place of business at 650 Madison Avenue, New\nYork, New York 10022, and Jones Apparel Group, Inc. ('Licensee'), a Pennsylvania\ncorporation with a place of business at 250 Rittenhouse Circle, Bristol,\nPennsylvania 19007.\n\n      WHEREAS, Licensor is engaged in the business of manufacturing, selling and\npromoting, and licensing others the right to manufacture, sell and promote, high\nquality apparel and related merchandise under certain Polo\/Ralph Lauren\ntrademarks and trade names; and\n\n      WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a\nlicense pursuant to which Licensee shall have the right to use the Trademark (as\nhereinafter defined) on the terms set forth herein;\n\n\n      1.  Definitions. As used herein, the term:\n\n      1.1. 'License' shall mean the exclusive, non-assignable right to use the\nTrademark in connection with the manufacture and\/or importation and sale of\nLicensed Products in the Territory.\n\n      1.2. 'Licensed Products' shall mean those items set forth on Schedule A\nattached hereto and made a part hereof, and all bearing the Trademark. From time\nto time Licensor may authorize Licensee to manufacture and distribute products\nbearing the Trademark not expressly listed in Schedule A hereto. Absent an\nagreement with respect to such products signed by Licensor and Licensee, all\nsuch products shall be deemed Licensed Products for all purposes hereunder;\nprovided, however, that Licensee's rights with respect to such products (i)\nshall be non-exclusive and (ii) may be terminated by Licensor upon 90 days\nwritten notice.\n\n      1.3. 'Licensor' shall mean Polo Ralph Lauren, L.P., a limited partnership\norganized under the laws of the State of Delaware.\n\n      1.4. 'Licensee' shall mean Jones Apparel Group, Inc., a corporation\norganized under the laws of Pennsylvania.\n\n      1.5. 'Territory' the United States of America, its territories and\npossessions. From time to time Licensor may authorize Licensee to sell certain\nLicensed Products to specific purchasers outside the Territory. Absent an\nagreement with respect to such sales signed by Licensor and Licensee, all such\nsales shall be made on all of the terms and conditions set forth in this\nAgreement; provided, however, that Licensee's right to make such sales shall be\nnon-exclusive and may be terminated by Licensor immediately upon written notice\nto Licensee. Any such termination\n\n\n                                        1\n\nshall not apply to orders already taken by Licensee in accordance with\nLicensor's prior authorization. In the event that Licensor wishes to use or\nlicense a third party to use the Trademark on Licensed Products sold in Canada\nduring the term hereof, Licensor shall grant to Licensee a right of first\nrefusal to act as the Licensee therefor. In the implementation of said first\nrefusal rights, Licensor shall give Licensee notice of the Offer Terms upon\nwhich it proposes to grant a license ('Licensor's Offer') for such products.\nLicensee shall have a period of forty-five (45) days after the date of\nLicensor's notice of the Offer Terms to accept or reject Licensor's Offer in\nwriting. If Licensee rejects Licensor's Offer or if Licensee initially accepts\nLicensor's Offer but thereafter is unable to satisfy the Offer Terms, then\nLicensor shall be free to make a substantially similar Licensor's Offer to any\nthird party. If Licensor shall substantially (as determined in Licensor's\nreasonable discretion) change the Offer Terms then, during the term hereof,\nLicensee's right of first refusal as provided hereinabove shall apply to such\nchanged Offer Terms.\n\n      1.6. 'Trademark' shall mean the trademark set forth on Schedule B hereto,\nand no other trademark, regardless of whether such trademark is or includes any\nreference to 'Ralph Lauren' or any other trademark owned by Licensor or its\naffiliates. Licensor shall have the sole right to determine the manner and use\neach of the Trademark in connection with each particular Licensed Product.\n\n      2.   Grant of License.\n\n      2.1. Subject to the terms and provisions hereof, Licensor hereby grants\nLicensee and Licensee hereby accepts the License. Licensor shall neither use nor\nauthorize third parties to use the Trademark in connection with the manufacture,\nsale and\/or importation of Licensed Products in the Territory during the term of\nthis Agreement without Licensee's prior approval. To the extent it is legally\npermissible to do so, no license is granted hereunder for the manufacture, sale\nor distribution of Licensed Products to be used for publicity purposes, other\nthan publicity of Licensed Products, in combination sales, as premiums or\ngiveaways, or to be disposed of under or in connection with similar methods of\nmerchandising, such license being specifically reserved for Licensor.\n\n      2.2. It is understood and agreed that the License applies solely to the\nuse of the Trademark on the Licensed Products, and that (i) no use of any other\ntrademark of Licensor or of any of Licensor's affiliates (including any\ntrademark that uses the name 'Ralph Lauren'), and (ii) no use of the Trademark\non any other products, is authorized or permitted. Licensor reserves the right\nto use, and to grant to any other licensee the right to use, the Trademark,\nwhether within or outside the Territory, in connection with any and all products\nand services, other than Licensed Products within the Territory. Licensee\nunderstands and agrees that\n\n\n                                        2\n\nLicensor may itself manufacture or authorize third parties to manufacture in the\nTerritory, Licensed Products for ultimate sale outside of the Territory. Subject\nto the terms of paragraph 17.4 hereof, Licensee may manufacture or cause to be\nmanufactured the Licensed Products outside of the Territory, but solely for\npurposes of sale within the Territory pursuant to the terms of this Agreement.\n\n      2.3. Licensee shall not have the right to use Licensee's name on or in\nconnection with the Licensed Products, except with the prior approval by\nLicensor of the use and placement of Licensee's name. Licensee shall, at the\noption of Licensor, include on its business materials and\/or the Licensed\nProducts an indication of the relationship of the parties hereto in a form\napproved by Licensor.\n\n      2.4. Licensee shall not use or permit or authorize another person or\nentity in its control to use the words 'Polo' or 'Ralph Lauren' as part of a\ncorporate name or tradename without the express written consent of Licensor and\nLicensee shall not permit or authorize use of the Trademark in such a way so as\nto give the impression that the name 'Ralph Lauren,' or the Trademark, or any\nmodifications thereof, are the property of Licensee.\n\n      2.5. In the event that (i) Sidney Kimmel is no longer the Chairman of\nLicensee and the owner of a controlling interest in Licensee, and (ii) Licensee,\ndirectly or indirectly, agrees to manufacture, distribute, sell or advertise\nduring the term of this Agreement any items which bear the name or are\nassociated with the name of any person or entity listed on Schedule C hereto,\nLicensor shall have the right to terminate the term of this Agreement upon sixty\n(60) days written notice.\n\n      2.6. Licensor represents and warrants that it has full right, power and\nauthority to enter into this Agreement, to perform all of its obligations\nhereunder, and to consummate all of the transactions contemplated herein. In the\nevent that Licensee or Licensor is charged with infringement on account of\nLicensee's use of any of the Trademark or, if in connection with the development\nof Licensor's program in the Territory, Licensor determines that the use by\nLicensee of the trademark should be discontinued upon reasonable written notice\nto Licensee, this license under the Trademark shall be converted to a license\nunder other mutually agreeable 'Ralph Lauren' trademark(s) or label(s); in such\nevent Licensee hereby accepts the exclusive license to use such 'Ralph Lauren'\ntrademark(s) in connection with the manufacture and sale of Licensed Products in\nthe Territory subject to all other terms of this License Agreement. In such\nevent, Licensee shall immediately advise Licensor of its inventory of Licensed\nProducts labelled with the Trademark(s) and of its stock of business materials\nbearing the Trademark(s) and Licensor shall, in its reasonable discretion and\njudgment, determine whether and to what extent such inventory and\n\n\n                                        3\n\nmaterials of Licensee may continue to be used by Licensee.\n\n      2.7. Licensee shall not purport to grant any right, permission or license\nhereunder to any third party, whether at common law or otherwise. Licensee shall\nnot without Licensor's prior written approval sell any Licensed Products bearing\nthe Mark to any third party which, directly or indirectly, sells or proposes to\nsell such Licensed Products outside the Territory. Licensee shall use its best\nefforts to prevent any such resale outside the Territory and shall, immediately\nupon learning or receiving notice from Licensor that a customer is selling\nLicensed Products outside the Territory, cease all sales and deliveries to such\ncustomer.\n\n      2.8. Licensee recognizes that there are many uncertainties in the business\ncontemplated by this Agreement. Licensee agrees and acknowledges that other than\nthose representations explicitly contained in this Agreement, if any, no\nrepresentations, warranties or guarantees of any kind have been made to\nLicensee, either by Licensor or its affiliates, or by anyone acting on their\nbehalf. Without limitation, no representations concerning the value of the\nLicensed Products or the prospects for the level of their sales or profits have\nbeen made and Licensee has made its own independent business evaluation in\ndeciding to manufacture and distribute the Licensed Products on the terms set\nforth herein.\n\n      3.   Design Standards and Prestige of Licensed Products.\n\n      3.1. Licensee acknowledges that it has entered into a design services\nagreement ('Design Agreement'), of even date herewith, with Polo Ralph Lauren\nEnterprises, L.P. (the 'Design Partnership'), which provides for the furnishing\nto Licensee by the Design Partnership of design concepts and other professional\nservices so as to enable Licensee to manufacture or cause to be manufactured the\nLicensed Products in conformity with the established prestige and goodwill of\nthe Trademark. Licensee shall manufacture, or cause to be manufactured, and sell\nonly such Licensed Products as are made in accordance with the design and\n\n\n                                        4\n\nother information approved under, and in all other respects in strict conformity\nwith the terms of, the Design Agreement.\n\n      3.2. Licensee acknowledges that the Trademark has established prestige and\ngoodwill and are well recognized in the minds of the public, and that it is of\ngreat importance to each party that in the manufacture and sale of various lines\nof Licensor's products, including the Licensed Products, the high standards and\nreputation that Licensor and Ralph Lauren have established be maintained.\nAccordingly, all items of Licensed Products manufactured or caused to be\nmanufactured by Licensee hereunder shall be of high quality workmanship with\nstrict adherence to all details and characteristics embodied in the designs\nfurnished pursuant to the Design Agreement. Licensee shall supply Licensor with\nsamples of the Licensed Products (including, if Licensor so requests, samples of\nlabeling and packaging used in connection therewith) prior to production and\nfrom time to time during production, and shall, at all times during the term\nhereof, upon Licensor's request, make its manufacturing facilities available to\nLicensor, and shall use its best efforts to make available each subcontractor's\nmanufacturing facilities for inspection by Licensor's representatives during\nusual working hours. No sales of miscuts or damaged merchandise shall contain\nany labels or other identification bearing the Trademark without Licensor's\nprior written approval, but sales of all products of Licensor or the Design\nPartnership's design shall nonetheless be subject to royalty payments pursuant\nto paragraph 6 hereof.\n\n      3.3. In the event that any Licensed Product is, in the judgment of\nLicensor, not being manufactured, distributed or sold with first quality\nworkmanship or in strict adherence to all details and characteristics furnished\npursuant to the Design Agreement, Licensor shall notify Licensee thereof in\nwriting and Licensee shall promptly repair or change such Licensed Product to\nconform thereto. If a Licensed Product as repaired or changed does not strictly\nconform after Licensor's request and such strict conformity cannot be obtained\nafter at least one (1) resubmission, the Trademark shall be promptly removed\nfrom the item, at the option of Licensor, in which event the item may be sold by\nLicensee without payment of any royalty hereunder, provided such miscut or\ndamaged item does not contain any labels or other identification bearing the\nTrademark. Notwithstanding anything in this paragraph 3.3 to the contrary, sales\nof all products of Licensor's or the Design Partnership's design, whether or not\nbearing the Trademark, shall nonetheless be subject to royalty payments pursuant\nto paragraph 6 hereof. Licensor hereby approves Licensee's sale of excess\ninventory, cutups and clearly marked seconds or irregular merchandise, on all\nthe terms set forth herein: (i) first, upon request to Licensor's factory outlet\nstores to the extent of their requirements (subject to a reasonable assortment\nbeing purchased), at a price equal to thirty-two percent (32%) off the regular\nwholesale price of such products (but Licensee shall not be\n\n\n                                        5\n\nresponsible for any royalty payments hereunder or for any compensation payments\nunder the Design Agreement with respect to such sales) and (ii) second, at\nfactory outlet stores owned by Licensee or its affiliates ('Licensee Outlet\nStores') and (iii) at such other locations as Licensor may hereafter approve.\nLicensor and Licensee shall separately agree to the terms of license agreements\nfor Licensee Outlet Stores, which shall bear the Trademark as a service mark,\n('Store License Agreements'), it being understood that such Store License\nAgreements shall (i) not require Licensee to pay Licensor any separate royalty\nor other compensation for the right to use such service mark herein and in the\nDesign Agreement; (ii) Licensor shall have a right to approve each location for\neach Licensee Outlet Store in its reasonable business judgment, it being\nunderstood that Licensor does not presently intend to approve more than one\nLicensee Outlet Store in each center and (iii) such Store License Agreements\nshall be consistent with other similar agreements Licensor has entered into with\nthird parties and shall provide for Licensor's right to approve various aspects\nof the design, decoration, accessorization and operation of all Licensee Outlet\nStores.\n\n      3.4. At the request of Licensor, Licensee shall cause to be placed on all\nLicensed Products appropriate notice designating Licensor or the Design\nPartnership as the copyright or design patent owner thereof, as the case may be.\nThe manner of presentation of said notices shall be determined by Licensor.\n\n      4.   Marketing.\n\n      4.1. The distribution of the Licensed Products in the Territory shall be\nperformed by Licensee exclusively. The Licensed Products shall be sold by\nLicensee only to those specialty shops, department stores and other retail\noutlets which deal in products similar in quality and prestige to Licensed\nProducts, and whose operations will enhance the quality and prestige of the\nTrademark, and only to those customers listed on Schedule D hereto and other\ncustomers of similar quality and prestige. Licensor shall have the right to\nobject by notice to Licensee to any customer not listed on Schedule D hereto,\nand Licensee shall not thereafter accept orders from such customer, (but\nLicensee may fulfill orders accepted prior to Licensee's receipt of such\nnotice). In the event Licensor reasonably determines that the unauthorized\nresale of Licensed Products through unauthorized distribution channels is\ncausing a negative impact on the reputation and desirability of Licensor's\nproducts, Licensee shall consult with Licensor in good faith regarding what\nsteps, including the possibility of implementing an inventory marking system,\nmay be taken to remedy such negative impact. Licensee shall not market or\npromote or seek customers for the Licensed Products outside of the Territory and\nLicensee shall not establish a branch, wholly owned subsidiary, distribution or\nwarehouse with inventories of Licensed Products outside of the Territory.\n\n\n                                        6\n\n      4.2. Licensee acknowledges that in order to preserve the good will\nattached to the Ralph Lauren trademarks, the Licensed Products are to be sold at\nprices and terms reflecting the prestigious nature of such trademarks, it being\nunderstood, however, that Licensor is not empowered to fix or regulate the\nprices at which the Licensed Products are to be sold, either at the wholesale or\nretail level.\n\n      4.3. Licensee shall maintain the high standards of the Trademark and the\nLicensed Products, in all advertising, packaging and promotion of the Licensed\nProducts. Licensee shall not employ or otherwise release any of such advertising\nor packaging or other business materials relating to any Licensed Products or\nbearing the Trademark, unless and until Licensee shall have made a request, in\nwriting, for approval by Licensor. Licensor may, with respect to any\nadvertising, packaging or business materials submitted by Licensee, make such\nsuggestions as Licensor deems necessary or appropriate, or disapprove, in either\nevent by notice to Licensee. Any approval granted hereunder shall be limited to\nuse during the seasonal collection of Licensed Products to which such\nadvertising relates and shall be further limited to the use (e.g. TV or print)\nfor which approval by Licensor was granted. Licensee shall, at the option of\nLicensor, include on its business materials an indication of the relationship of\nthe parties hereto in a form approved by Licensor.\n\n      4.4. Licensee shall use its best efforts to assure that all cooperative\nadvertising, whereby Licensee provides a customer with a contribution toward the\ncost of an advertisement for Licensed Products, whether Licensee's contribution\nbe in the form of an actual monetary contribution, a credit or otherwise, shall\nbe subject to prior approval of Licensor under the same terms and conditions as\napply to advertising and promotional materials prepared by or to be used by\nLicensee pursuant to paragraph 4.5 hereof; provided, however, that in the event\nthat Licensee is not as a matter of practice given an opportunity to review the\ncooperative advertising due to time constraints, then Licensee shall notify\nLicensor, in advance, of those customers with whom it does cooperative Licensed\nProduct advertising and\/or promotion, and Licensee at Licensor's request shall\nnotify the named customer of the terms of this Agreement which pertain to the\nsaid advertising or promotional materials.\n\n      4.5. Licensee shall exercise its best efforts to safeguard the established\nprestige and goodwill of the name 'Ralph Lauren' and the trademarks associated\ntherewith at the same level of prestige and goodwill as heretofore maintained.\n'Image' as used herein refers primarily to quality and style of packaging,\nadvertising and promotion, creation and introduction of new products, type of\noutlets with reference to quality of service provided by retail outlets and\nquality of presentation of Licensed Products in retail outlets. Licensee shall\ntake all necessary\n\n\n                                        7\n\nsteps, and all steps reasonably requested by Licensor, to prevent or avoid any\nmisuse of the Trademark by any of its customers, contractors or other resources.\n\n      4.6. During each year of this Agreement, Licensee shall expend for the\nadvertising of Licensed Products, which advertising may consist of cooperative\nadvertising, an amount that is not less than the 'Annual Advertising\nObligation', as hereinafter defined, for such year. Licensor and Licensee shall\nconsult with each other regarding the creation, production and placement of all\nadvertising of Licensed Products, but all final decisions with respect thereto\nshall be made by Licensor in its sole discretion. The 'Annual Advertising\nObligation' for each year during the term hereof shall be [ * * * ] percent\n([***]%) of the aggregate net sales price (as defined in paragraph 6.2 hereof)\nof Licensed Products sold during such year. Licensee shall deliver to Licensor\nwithin sixty (60) days after the end of each year hereof an accounting statement\nin respect of amounts expended by Licensee on advertising for the prior year.\nEach such accounting statement shall be signed, and certified as correct, by a\nduly authorized officer of Licensee. Prior to each year hereof, Licensee shall\nsubmit Licensee's advertising budget for the upcoming year, based on the\naggregate net sales price of Licensed Products during the year then ending and\non sales projected for the upcoming year. The Annual Advertising Obligation for\nsuch upcoming year will initially be calculated and expended based upon such\nbudget. If in any year during the term hereof an amount less than the Annual\nAdvertising Obligation is expended on advertising for any reason whatsoever\n(including an underestimate of the actual net sales for such year or because the\nactual cost of Institutional Advertising, if any, produced and placed during\nsuch year is less than the Annual Advertising Obligation), the entire amount not\nexpended shall be added to the Annual Advertising Obligation for the following\nyear.\n\n      4.7. During the term of this Agreement, Licensee shall, in consultation\nwith Licensor, provide a budget for the design, construction, re-fits and\nseasonal changeovers of in-store shops and fixtures to be used exclusively for\nthe presentation of Licensed Products, the design of which shall be subject to\nLicensor's prior approval. Licensee's budget for such purposes shall be adequate\nto present Licensed Products in a manner consistent with the high quality and\nprestige associated with Licensor's trademarks and the price structure of the\nLicensed Products.\n\n      4.8. To the extent permitted by applicable law Licensor may from time to\ntime, and in writing, promulgate reasonable rules and regulations to Licensee\nrelating to the manner of use of the Trademark. Licensee shall comply with such\nrules and regulations. Any such rules or regulations shall not be inconsistent\nwith or derogate from the terms of this Agreement.\n\n\n                                        8\n\n      4.9. Licensee agrees to make available for purchase and to sell on its\ncustomary price, credit and payment terms all lines and styles of Licensed\nProducts to retail stores in the Territory bearing a trademark of Licensor or\nits affiliates and to any stores or facilities operated or owned by Licensor and\nits affiliates, which are authorized to sell the Licensed Products within such\nretail stores.\n\n      4.10. In consideration of the License granted herein, in the event\nLicensor elects to offer Licensed Products for sale in mail-order catalogs,\nLicensee shall sell and timely ship Licensed Products to Licensor or its\naffiliate for such purposes at a price equal to 30% less than the regular\nwholesale price therefor. All such sales shall be separately reported by\nLicensee in its accounting statements pursuant to paragraph 6.2 hereof, and such\nsales shall not be subject to the royalty or advertising obligations set forth\nherein, or to the compensation obligations set forth in the Design Agreement.\n\n      4.11. Licensor shall respond to any requests for approvals or consents\nfrom Licensee hereunder as promptly as reasonably practicable consistent with\nthe level of review required.\n\n      5.   Trademark Protection.\n\n      5.1. All uses of the Trademark by Licensee, including, without limitation,\nuse in any business documents, invoices, stationery, advertising, promotions,\nlabels, packaging and otherwise shall require Licensor's prior written consent\nin accordance with paragraph 4 hereof.\n\n      5.2. All uses of the Trademark by Licensee in advertising, promotions,\nlabels and packaging shall bear the notation 'Ralph (Polo Player Design) Lauren'\nor the representation of the Polo Player, as the case may be, and shall include\nat Licensor's option, a notice to the effect that each Trademark is used by\nLicensee for the account and benefit of Licensor or that Licensee is a\nregistered user thereof or both such statements. The use of the Trademark\npursuant to this Agreement shall be for the benefit of Polo and shall not vest\nin Licensee any title to or right or presumptive right to continue such use. For\nthe purposes of trademark registration, sales by Licensee shall be deemed to\nhave been made by Licensor.\n\n      5.3. Licensee shall cooperate fully and in good faith with Licensor for\nthe purpose of securing and preserving Licensor's rights in and to the\nTrademark. Nothing contained in this Agreement shall be construed as an\nassignment or grant to Licensee of any right, title or interest in or to the\nTrademark, or any of Licensor's other trademarks, it being understood that all\nrights relating thereto are reserved by Licensor, except for the License\nhereunder to Licensee of the right to use the Trademark only as\n\n\n                                        9\n\nspecifically and expressly provided herein. Licensee shall not file or prosecute\na trademark or service mark application or applications to register the\nTrademark, for Licensed Products or otherwise.\n\n      5.4. Licensee shall not, during the term of this Agreement or thereafter,\n(a) attack Licensor's title or rights in and to Licensor's trademarks in any\njurisdiction or attack the validity of this License or Licensor's trademarks or\n(b) contest the fact that Licensee's rights under this Agreement (i) are solely\nthose of a licensee, manufacturer and distributor and (ii) subject to the\nprovisions of paragraph 10 hereof, cease upon termination of this Agreement. The\nprovisions of this paragraph 5.4 shall survive the termination of this\nAgreement.\n\n      5.5. All right, title and interest in and to all samples, patterns,\nsketches, designs, artwork, logos and other materials furnished by Licensor or\nthe Design Partnership, whether created by Licensor or the Design Partnership,\nand any logo or crest associated with the Trademark, even if such logo or crest\nwas designed or furnished by Licensee, shall be the sole property of Licensor\nand\/or the Design Partnership, as the case may be. Licensee shall assist\nLicensor to the extent necessary in the protection of or the procurement of any\nprotection of Licensor's rights to the Trademark, designs, design patents and\ncopyrights hereunder and Licensor, if Licensor so desires, may commence or\nprosecute any claims or suits in Licensor's own name or in the name of Licensee\nor join Licensee as a party thereto. Licensee shall promptly notify Licensor in\nwriting of any uses which may be infringements or imitations by others of the\nTrademark on articles similar to those covered by this Agreement which may come\nto Licensee's attention. Licensor shall have the sole right to determine whether\nor not any action shall be taken on account of any such infringements or\nimitations. Licensor shall bear one hundred percent (100%) of the costs of all\nactions or proceedings it undertakes, and shall be entitled to all recoveries in\nsuch actions. If Licensor declines to take action with respect to a particular\ninfringer Licensee is not obligated to but may, with Licensor's prior written\nconsent, undertake such action at Licensee's expense, in which case Licensee\nshall be entitled to all recoveries in such action.\n\n      6.   Royalties.\n\n      6.1. Licensee shall pay to Licensor minimum royalties for each year during\nthe term of this Agreement as compensation for the License granted hereunder for\nthe use of the Trademark in the manufacture and sale, and\/or importation and\nsale, of Licensed Products in the Territory. The minimum royalty for each year\nduring the term hereof shall be as follows:\n\n\n                                       10\n\n<font size=\"2\">            Year 1 (1997)                       $ [ * * * ] \n            Year 2                              $ [ * * * ] \n            Year 3                              $ [ * * * ]\n            Year 4                              $ [ * * * ] \n            Year 5                              $ [ * * * ]\n\n<\/font>Minimum royalties for each year shall be paid on a quarterly basis, beginning\nwith the minimum royalty payment to be made for the first calendar quarter of \n[ * * * ], in the manner set forth in paragraph 6.2 below. No credit shall be\npermitted against minimum royalties payable in any year on account of actual or\nminimum royalties paid in any other year, and minimum royalties shall not be\nreturnable. Minimum royalties for each year of the 'Renewal Term' (as defined in\nparagraph 8 hereof) shall be an amount equal to [ * * * ] percent ([***]%) of\nthe actual earned royalty due to Licensor for sales of Licensed Products in\n2001. For the purposes of this Agreement, the term 'year' shall mean a period of\ntwelve (12) months commencing on each January 1 during the term of this\nAgreement; provided, however, that the 'first year', or 'Year 1' shall mean the\nperiod commencing on the date hereof and expiring on December 31, 1997\n[ * * * ].\n\n      6.2. Licensee shall pay to Licensor earned royalties based on the net\nsales price of all Licensed Products manufactured or imported and sold by\nLicensee hereunder. Earned royalties shall equal [ * * * ] percent ([***]%) of\nthe net sales price of all Licensed Products sold under this Agreement,\nincluding, without limitation, any sales made pursuant to the terms of paragraph\n10.2 hereof; provided, however, that Licensor hereby waives earned royalties\nwith respect to Licensed Products sold and shipped prior to December 31, 1996\nfor the Fall 1996 and Cruise\/Holiday 1996 seasons, but Licensor does not waive\nearned royalties in respect of Licensed Products for the Spring 1996 season,\neven if such Licensed Products are sold and shipped prior to December 31,\n1996. Licensee shall prepare or cause to be prepared statements of operations\nfor the first month in which Licensed Products are offered for sale to the\ntrade, and for each month thereafter for so long as Licensee is offering\nLicensed Products for sale hereunder, which statements shall be furnished to\nLicensor together with the earned royalties due for each such month on the last\nday of the following month. The statement and royalty payment provided on the\nlast day of each April (for the month of March), July (for the month of June),\nOctober (for the month of September) and January (for the month of December)\nduring the term shall also include Licensee's minimum royalty obligation for the\npreceding calendar quarter, less the aggregate earned royalties paid for such\ncalendar quarter. The term 'net sales price' shall mean the gross sales price to\nretailers of all Licensed Products sold under this Agreement or, with respect to\nLicensed Products that are not sold directly or indirectly to retailers, other\nultimate consumers (as in the case of accommodation sales by Licensee to its\nemployees or sales by Licensee in its own shops), less trade discounts,\n\n\n                                       11\n\nmerchandise returns, sales tax (if separately identified and charged) and\nmarkdowns and\/or chargebacks which, in accordance with generally accepted\naccounting principles, would normally be treated as deductions from gross sales,\nand which, in any event, do not include any chargebacks or the like for\nadvertising, fixture or retail shop costs or contributions, or contributions for\nin-store personnel. No other deductions shall be taken. Any merchandise returns\nshall be credited in the month in which the returns are actually made. For\npurposes of this Agreement, affiliates of Licensee shall mean all persons and\nbusiness entities, whether corporations, partnerships, joint ventures or\notherwise, which now or hereafter control, or are owned or controlled, directly\nor indirectly by Licensee, or are under common control with Licensee. It is the\nintention of the parties that royalties will be based on the bona fide wholesale\nprices at which Licensee sells Licensed Products to independent retailers in\narms' length transactions. In the event Licensee shall sell Licensed Products to\nits affiliates, royalties shall be calculated on the basis of such a bona fide\nwholesale price irrespective of Licensee's internal accounting treatment of such\nsale; provided, however, that royalties on sales to Licensee Outlet Stores (as\ndefined in paragraph 3.3 hereof) shall be calculated on the basis of the actual\ninvoice price to such Licensee Outlet Stores, but in no event less than an\namount equal to twenty-five (25%) percent less than the regular wholesale price\nof such Licensed Products. Licensee shall identify separately in the statements\nof operations provided to Licensor pursuant to paragraph 7 hereof, all sales to\naffiliates and through Licensee Outlet Stores. Notwithstanding anything to the\ncontrary contained herein or in the Design Agreement, Licensee may sell to its\nown employees involved in the business contemplated hereunder, for their\npersonal use, Licensed Products at a discount of thirty-five (35%) percent or\nmore off the regular wholesale price thereof, without payment of royalties or\ncompensation to Licensor; provided that such sales do not exceed $1,000,000 in\nany year.\n\n      6.3. If the payment of any installment of royalties is delayed for any\nreason, interest shall accrue on the unpaid principal amount of such installment\nfrom and after the date which is 10 days after the date the same became due\npursuant to paragraphs 6.1 or 6.2 hereof at the lower of the highest rate\npermitted by law in New York and 2% per annum above the prime rate of interest\nin effect from time to time at Chemical Bank, New York, New York or any\nsuccessor bank.\n\n      6.4. The obligation of Licensee to pay royalties hereunder shall be\nabsolute notwithstanding any claim which Licensee may assert against Licensor or\nthe Design Partnership. Licensee shall not have the right to set-off, compensate\nor make any deduction from such royalty payments for any reason whatsoever.\n\n      7.   Accounting.\n\n\n                                       12\n\n      7.1. Licensee shall at all times keep an accurate account of all\noperations within the scope of this Agreement and shall render a full statement\nof such operations in writing to Licensor in accordance with paragraph 6.2\nhereof. Such statements shall account separately for each different product\ncategory and shall include all aggregate gross sales, trade discounts,\nmerchandise returns, sales of miscuts and damaged merchandise and net sales\nprice of all sales for the previous month. Such statements shall be in\nsufficient detail to be audited from the books of Licensee. Once annually, which\nmay be in connection with the regular annual audit of Licensee's books, Licensee\nshall furnish an annual statement of the aggregate gross sales, trade discounts,\nmerchandise returns and net sales price of all Licensed Products made or sold by\nLicensee certified by Licensee's independent accountant. Each monthly financial\nstatement furnished by Licensee shall be certified by the chief financial\nofficer or controller of Licensee.\n\n      7.2 Licensor and its duly authorized representatives, on reasonable\nnotice, shall have the right, no more than once in each year during regular\nbusiness hours, for the duration of the term of this Agreement and for three (3)\nyears thereafter, to examine the books of account and records and all other\ndocuments, materials and inventory in the possession or under the control of\nLicensee and its successors with respect to the subject matter of this\nAgreement. All such books of account, records and documents shall be maintained\nand kept available by Licensee for at least the duration of this Agreement and\nfor three (3) years thereafter. Licensor shall have free and full access thereto\nin the manner set forth above and shall have the right to make copies and\/or\nextracts therefrom. If as a result of any examination of Licensee's books and\nrecords it is shown that Licensee's payments to Licensor hereunder with respect\nto any twelve (12) month period were less than or greater than the amount which\nshould have been paid to Licensor by an amount equal to three and one-half\npercent (3 1\/2%) of the amount which should have been paid during such twelve\n(12) month period, Licensee will, in addition to reimbursement of any\nunderpayment, with interest from the date on which each payment was due at the\nrate set forth in paragraph 6.3 hereof, promptly reimburse Licensor for the cost\nof such examination. Licensee shall provide Licensor each year with a copy of\nits annual report, as soon as it is made available to Licensee's Shareholders.\n\n      8.  Term.\n\n      8.1 The term of this Agreement shall commence as of the date hereof and\nshall terminate on December 31, 2001; provided, however, that if no Event of\nDefault shall have occurred and not been cured or waived, and Licensee has\nachieved the Minimum Renewal Volume (as such term is hereinafter defined) for\nthe period January 1, 2000 through December 31, 2000, Licensee shall have the\noption, upon providing notice to Licensor on or before April 1, 2001, to renew\nthis Agreement for an additional three (3) year period (the\n\n\n                                       13\n\n'Renewal Term') so as to expire on December 31, 2004, on the terms and\nconditions herein except that there will be no further right to renewal. The\nminimum aggregate net sales price which Licensee must achieve in connection with\nsales of Licensed Products during the period from January 1, 2000 to December\n31, 2000 to (the 'Minimum Renewal Volume') in order to be entitled to renew this\nAgreement for a second term as hereinabove provided shall be $ [ * * * ] (the\n'Renewal Volume'). In the event Licensee exercises its option for a Renewal\nTerm, each of Licensor and Licensee shall give the other notice, on or before\nJanuary 1, 2004, of its desire to extend the term hereof beyond December 31,\n2004. In the event Licensee does not achieve the Renewal Volume as hereinabove\nprovided, Licensee may nevertheless request an extension of the term beyond\nDecember 31, 2001, and Licensor shall respond to such request (which response\nshall be in Licensor's sole discretion) within thirty (30) days after its\nreceipt thereof. It is expressly understood that only the company (which may be\nLicensee) whose licensed term covers the period subsequent to the expiration of\nthis Agreement shall be entitled to receive designs for Licensed Products\nintended to be sold after the expiration of this Agreement, and to make\npresentations of such Licensed Products during the market presentation weeks\nthat relate to such subsequent period, even if such market presentation occurs\nprior to the termination of this Agreement. Without limiting the generality of\nthe foregoing, in the event the term hereof is not renewed or extended at the\nend of the initial or any renewal term, the last season for which Licensee shall\nbe entitled to receive designs and, during the term hereof, to manufacture and\nsell Licensed Products shall be the Cruise\/Holiday season for the last year of\nthe relevant period, and Licensor shall be entitled to undertake, directly or\nthrough a successor licensee, all activities associated with the design,\nmanufacture and sale Licensed Products commencing with the immediately following\nSpring season.\n\n      8.2 Notwithstanding the terms of paragraph 8.1 hereof or anything to the\ncontrary contained herein or in the Design Agreement, in the event that the\naggregate net sales price of Licensed Products sold during the period January 1,\n1999 through December 31, 1999 is less than $ [ * * * ], Licensee shall so\nnotify Licensor immediately upon becoming aware of such event and in no event\nlater than February 1, 2000 and, in such event, each of Licensor and Licensee\nshall have the right, in its sole discretion, by notice to the other on or\nbefore March 1, 2000, to terminate the term of this Agreement and the Design\nServices Agreement effective as of December 31, 2000. In the event either party\ngives notice of such termination, the effect for all purposes shall be the same\nas if the term of this Agreement and the Design Services Agreement expired on\nDecember 31, 2000; provided, however, that Licensee shall not be responsible for\nthe minimum royalties which would otherwise be due pursuant to paragraph 6.1\nhereof or for the minimum compensation payments which would otherwise be due\npursuant to paragraph 4.1 of the Design Agreement, but shall be responsible\n\n\n                                       14\n\nfor all earned royalty and other payments due hereunder and for all earned\ncompensation and other payments due under the Design Agreement.\n\n      9.   Default; Change of Control.\n\n      9.1. Each of the following shall constitute an event of default ('Event of\nDefault') hereunder:\n\n            (i) Any installment of royalty payments is not paid when due and\n      such default continues for more than fifteen (15) days after written\n      notice thereof to Licensee;\n\n            (ii) Licensee shall fail to timely present for sale to the trade a\n      broadly representative and fair collection of each seasonal collection of\n      Licensed Products designed by the Design Partnership under the Design\n      Agreement or Licensee shall fail to timely ship to its customers a\n      material portion of the orders of Licensed Products it has accepted;\n\n            (iii) Licensee defaults in performing any of the other terms of this\n      Agreement and continues in such default for a period of thirty (30) days\n      after notice thereof (unless the default cannot be cured within such\n      thirty (30) day period and Licensee shall have commenced to cure the\n      default and proceeds diligently thereafter to cure within an additional\n      fifteen (15) day period);\n\n            (iv) Licensee fails within fifteen (15) days after written notice\n      that payment is overdue to pay for any Licensed Products or materials,\n      trim, fabrics, packaging or services relating to Licensed Products\n      purchased by Licensee from Licensor or, unless Licensee is contesting in\n      good faith the amount due, any agent or licensee of Licensor or any other\n      supplier of such items;\n\n            (v) If Licensee shall use the Trademark in an unauthorized or\n      improper manner and\/or if Licensee shall make an unauthorized disclosure\n      of confidential information or materials given or loaned to Licensee by\n      Licensor and\/or the Design Partnership;\n\n            (vi) Licensee institutes proceedings seeking relief under a\n      bankruptcy act or any similar law, or consents to entry of any order for\n      relief against it in any bankruptcy or insolvency proceeding or similar\n      proceeding, or files a petition for or consent or answer consenting to\n      reorganization or other relief under any bankruptcy act or other similar\n      law, or consents to the filing against it of any petition for the\n      appointment of a receiver, liquidator, assignee, trustee, custodian,\n      sequestrator (or other similar official) of it or of any substantial part\n      of its property, or a proceeding\n\n\n                                       15\n\n      seeking such an appointment shall have been commenced without Licensee's\n      consent and shall continue undismissed for sixty (60) days or an order\n      providing for such an appointment shall have been entered, or makes an\n      assignment for the benefit of creditors, or admits in writing its\n      inability to pay its debts as they become due or fails to pay its debts as\n      they become due, or takes any action in furtherance of the foregoing;\n\n            (vii) Licensee transfers or agrees to transfer substantially all of\n      its property in a transaction which results in ownership inconsistent with\n      the terms of paragraph 9.3 hereof;\n\n            (viii) The calling of a meeting of creditors, appointment of a\n      committee of creditors or liquidating agents, or offering a composition or\n      extension to creditors by, for or of Licensee;\n\n            (ix) There shall be a direct or indirect change in control of the\n      company which results in ownership inconsistent with the terms of\n      paragraph 9.3 hereof;\n\n            (x) An event of default occurs under the Design, or any other\n      license agreement entered into between Licensor (or its\n      predecessor-in-interest) and Licensee or design agreement between Licensee\n      and the Design Partnership (or its predecessor-in-interest);\n\n            (xi) Licensee shall have failed to perform any material term,\n      covenant or agreement on its part to be performed under any agreement or\n      instrument (other than this Agreement) evidencing or securing or relating\n      to any indebtedness owing by Licensee, if the effect of such failure is to\n      accelerate the maturity of such indebtedness, or to permit the holder or\n      holders of such indebtedness to cause such indebtedness to become due\n      prior to the stated maturity thereof.\n\n      9.2. If any Event of Default described in paragraphs 9.1 (i), (ii), (iii),\n(iv), (v), (ix), (x) or (xi) shall occur, Licensor shall have the right,\nexercisable in its sole discretion, to terminate this Agreement and the License\nupon ten (10) days' written notice to Licensee of its intention to do so, and\nupon the expiration of such ten (10) day period, this Agreement and the License\nshall terminate and come to an end. If the Event of Default described in\nparagraphs 9.1 (vi), (vii) or (viii) shall occur, this Agreement and the License\nshall thereupon forthwith terminate and come to an end without any need for\nnotice to Licensee. This Agreement will terminate automatically upon the\nexpiration or termination for any reason whatsoever of the Design Agreement. Any\ntermination of this Agreement shall be without prejudice to any remedy of\nLicensor for the recovery of any monies then due it under\n\n\n                                       16\n\nthis Agreement or in respect to any antecedent breach of this Agreement, and\nwithout prejudice to any other right of Licensor including, without limitation,\ndamages for breach to the extent that the same may be recoverable and Licensee\nagrees to reimburse Licensor for any costs and expenses (including attorneys'\nfees) incurred by Licensor in enforcing its rights hereunder. No assignee for\nthe benefit of creditors, receiver, liquidator, sequestrator, trustee in\nbankruptcy, sheriff or any other officer of the court or official charged with\ntaking over custody of Licensee's assets or business shall have any right to\ncontinue the performance of this Agreement.\n\n      9.3. During the term of this Agreement, Licensee shall not dissolve,\nliquidate or wind-up its business. In addition, in the event Licensee sells or\ntransfers, or suffers a sale or a transfer of, by operation of law or otherwise,\ndirectly or indirectly, a controlling interest in Licensee (including, without\nlimitation, in any direct or indirect parent of Licensee), Licensee shall\npromptly advise Licensor thereof in writing. If such sale or transfer results in\nsuch controlling interest being owned by an entity which, directly or\nindirectly, owns any trademark or tradename listed on Schedule C hereto, or the\nexclusive right to use any of such trademarks or tradenames, in connection with\nproducts similar to or competitive with Licensed Products, Licensee shall so\nnotify Licensor, and within sixty (60) days of its receipt of notice, Licensor\nshall have the right to terminate this Agreement, such termination to become\neffective thirty (30) days after the date notice of termination is received by\nthe Licensee.\n\n      10.   Disposal of Stock Upon Termination or Expiration.\n\n      10.1. Within ten (10) days following the termination of this Agreement for\nany reason whatsoever including the expiration of the term hereof, and on the\nlast day of each month during the disposal period set forth in paragraph 10.2\nhereof, Licensee shall furnish to Licensor a certificate of Licensee listing its\ninventories of Licensed Products (which defined term for purposes of this\nparagraph 10.1 shall include, but shall not be limited to, all fabrics, trim and\npackaging which are used in the manufacture and marketing of Licensed Products)\non hand or in process wherever situated. Licensor shall have the right to\nconduct a physical inventory of Licensed Products in Licensee's possession or\nunder Licensee's control. Licensor or Licensor's designee shall have the option\n(but not the obligation) to purchase from Licensee all or any part of Licensee's\nthen existing inventory of Licensed Products upon the following terms and\nconditions:\n\n            (i) Licensor shall notify Licensee of its or its designee's\n      intention to exercise the foregoing option within fifteen (15) days of\n      delivery of the certificate referred to above and shall specify the items\n      of Licensed Products to be purchased.\n\n\n                                       17\n\n            (ii) The price for Licensed Products manufactured by or on behalf of\n      Licensee on hand or in process shall be Licensee's standard cost (the\n      actual manufacturing cost) for each such Licensed Product. The price for\n      all other Licensed Products which are not manufactured by Licensee shall\n      be Licensee's landed costs therefor. Landed costs for the purposes hereof\n      means the F.O.B. price of the Licensed Products together with customs,\n      duties, and brokerage, freight and insurance.\n\n\n                                       18\n\n            (iii) Licensee shall deliver the Licensed Products purchased within\n      fifteen (15) days of receipt of the notice referred to in clause (i)\n      above. Payment of the purchase price for the Licensed Products so\n      purchased by Licensor or its designee shall be payable upon delivery\n      thereof, provided that Licensor shall be entitled to deduct from such\n      purchase price any amounts owed it by Licensee (and\/or to direct payment\n      of any part of such merchandise to any supplier of Licensed Products in\n      order to reduce an outstanding balance due to such supplier from\n      Licensee).\n\n      10.2. In the event Licensee that, pursuant to paragraph 10.1 hereof,\nLicensee timely provides the certificate of inventory and Licensor chooses not\nto exercise its option with respect to all or any portion of Licensed Products,\nfor a period of ninety (90) days after termination of this Agreement for any\nreason whatsoever, except on account of breach of the provisions of paragraph 3,\n4 or 6 hereof, Licensee may dispose of Licensed Products which are on hand or in\nthe process of being manufactured at the time of termination of this Agreement,\nprovided that (i) Licensee fully complies with the provisions of this Agreement,\nincluding specifically those contained in paragraphs 3, 4 and 6 hereof in\nconnection with such disposal, and (ii) said disposal takes place within ninety\n(90) days after notice of termination is given or the expiration of the term of\nthis Agreement, as the case may be.\n\n      10.3. Notwithstanding anything to the contrary contained herein, in the\nevent that upon the expiration or termination of the term hereof for any reason\nLicensee has not rendered to Licensor all accounting statements then due, and\npaid (i) all royalties and other amounts then due to Licensor, (ii) all\ncompensation then due to Lauren under the Design Agreement and (iii) all amounts\nthen due to any affiliate of or supplier to Licensor or its affiliates\n(collectively, 'Payments'), Licensee shall have no right whatsoever to dispose\nof any inventory of Licensed Products in any manner. In addition, if during any\ndisposal period Licensee fails timely to render any accounting statements, or\ncertificates of inventory required pursuant to paragraph 10.1 hereof, or to make\nall Payments when due, Licensee's disposal rights hereunder shall immediately\nterminate without notice.\n\n      11.   Effect of Termination.\n\n      11.1. It is understood and agreed that except for the License to use the\nTrademark only as specifically provided for in this Agreement, Licensee shall\nhave no right, title or interest in or to the Trademark. Upon and after the\ntermination of this License, all rights granted to Licensee hereunder, together\nwith any interest in and to the Trademark which Licensee may acquire, shall\nforthwith and without further act or instrument be assigned to and revert to\nLicensor. In addition, Licensee will execute any instruments requested by\nLicensor which are necessary to accomplish or confirm\n\n\n                                       19\n\nthe foregoing. Any such assignment, transfer or conveyance shall be without\nconsideration other than the mutual agreements contained herein. Licensor shall\nthereafter be free to license to others the right to use the Trademark in\nconnection with the manufacture and sale of the Licensed Products covered\nhereby, and Licensee will refrain from further use of the Trademark or any\nfurther reference to them, direct or indirect, or any other trademark, trade\nname or logo that is confusingly similar to the Trademark, or associated with\nthe Trademark in any way, in connection with the manufacture, sale or\ndistribution of Licensee's products, except as specifically provided in\nparagraph 10 hereof. It is expressly understood that under no circumstances\nshall Licensee be entitled, directly or indirectly, to any form of compensation\nor indemnity from Licensor, the Design Partnership or their affiliates, as a\nconsequence to the termination of this Agreement, whether as a result of the\npassage of time, or as the result of any other cause of termination referred to\nin this Agreement. Without limiting the generality of the foregoing, by its\nexecution of the present Agreement, Licensee hereby waives any claim which it\nhas or which it may have in the future against Licensor, the Design Partnership\nor their affiliates, arising from any alleged goodwill created by Licensee for\nthe benefit of any or all of the said parties or from the alleged creation or\nincrease of a market for Licensed Products.\n\n      11.2. Licensee acknowledges and admits that there would be no adequate\nremedy at law for its failure (except as otherwise provided in paragraph 10\nhereof) to cease the manufacture or sale of the Licensed Products covered by\nthis Agreement at the termination of the License, and Licensee agrees that in\nthe event of such failure Licensor shall be entitled to equitable relief by the\nway of temporary and permanent injunction and such other and further relief as\nany court with jurisdiction may deem just and proper.\n\n      12.  Showroom.\n\n      Licensee represents that a separate showroom for the presentation and sale\nof the Licensed Products will be established and staffed and Licensee agrees to\nmaintain, operate, decorate and staff the showroom in a manner consistent with\nthat of the showrooms established for the presentation and sale of Licensor's\nother products. Licensor shall have a right of approval with respect to the\ndesign, layout, decoration and staffing of the showroom and all expenses\nincurred with respect to the design, construction, operation and maintenance of\nsuch showroom shall be borne by Licensee. Licensee shall admit Licensor's\nemployees to its showroom and shall sell to such employees for their personal\nuse (and not for resale) such Licensed Products as any such employee may\nreasonably request, at prices equal to the regular wholesale price less a\ndiscount equal to not less than thirty percent (30%) of such regular wholesale\nprice. Licensee and Licensor shall mutually agree upon a policy in respect of\nsuch\n\n\n                                       20\n\nsales that will address reciprocity and avoid interference with Licensee's\nnormal operations.\n\n      13.   Indemnity.\n\n      13.1. Licensor shall indemnify and hold harmless Licensee from and against\nany and all liability, claims, causes of action, suits, damages and expenses\n(including reasonable attorneys' fees and expenses in actions involving third\nparties or between the parties hereto) which Licensee is or becomes liable for,\nor may incur solely by reason of its use within the Territory, in strict\naccordance with the terms and conditions of this Agreement and the Design\nAgreement, of the Licensed Mark or the designs furnished to Licensee by Licensor\nor Lauren, to the extent that such liability arises through infringement of\nanother's design patent, trademark, copyright or other proprietary rights;\nprovided, however, that Licensee gives Licensor prompt notice of, and full\ncooperation in the defense against, such claim. If any action or proceeding\nshall be brought or asserted against Licensee in respect of which indemnity may\nbe sought from Licensor under this paragraph 13.1, Licensee shall promptly\nnotify Licensor thereof in writing, and Licensor shall assume and direct the\ndefense thereof. Licensee may thereafter, at its own expense, be represented by\nits own counsel in such action or proceeding.\n\n      13.2. To the extent not inconsistent with paragraph 13.1 hereof, Licensee\nshall indemnify and save and hold Licensor, the Design Partnership, Polo Ralph\nLauren Corporation and Ralph Lauren, individually, and their assignees,\ndirectors, officers, servants, agents and employees, harmless from and against\nany and all liability, claims, causes of action, suits, damages and expenses\n(including reasonable attorneys' fees and expenses in actions involving third\nparties or between the parties hereto), which they, or any of them, are or\nbecome liable for, or may incur, or be compelled to pay by reason of any acts,\nwhether of omission or commission, that may be committed or suffered by Licensee\nor any of its servants, agents or employees in connection with Licensee's\nperformance of this Agreement, including Licensee's use of Licensee's own\ndesigns, in connection with Licensed Products manufactured by or on behalf of\nLicensee or otherwise in connection with Licensee's business.\n\n\n                                       21\n\n      14.  Insurance.\n\n      Licensee shall carry product liability insurance with limits of liability\nin the minimum amount, in addition to defense costs, of $3,000,000 per\noccurrence and $3,000,000 per person and Licensor, the Design Partnership, Polo\nRalph Lauren Corporation and Ralph Lauren, individually, shall be named therein\nas insureds, as their interests may appear. The maximum deductible with respect\nto such insurance shall be $100,000. Licensee shall, promptly after the signing\nof this Agreement, deliver to Licensor a certificate of such insurance from the\ninsurance carrier, setting forth the scope of coverage and the limits of\nliability and providing that the policy may not be canceled or amended without\nat least thirty (30) days prior written notice to Licensor, the Design\nPartnership, Polo Ralph Lauren Corporation and Ralph Lauren, individually.\n\n      15.  Disclosure.\n\n      15.1. Licensor and Licensee, and their affiliates, employees, attorneys,\naccountants and bankers shall hold in confidence and not use or disclose, except\nas permitted by this Agreement, (i) confidential information of the other or\n(ii) the terms of this Agreement, except upon consent of the other or pursuant\nto, or as may be required by law, or in connection with regulatory or\nadministrative proceedings and only then with reasonable advance notice of such\ndisclosure to the other. Licensee shall take all reasonable precautions to\nprotect the secrecy of the material used pursuant to this Agreement prior to the\ncommercial distribution or the showing of samples for sale, and shall not sell\nany merchandise employing or adapted from any of said designs sketches, artwork,\nlogos, and other materials or their use except under the Trademark.\n\n      15.2. Licensee agrees that all press releases and other public\nannouncements related to Licensor's operations hereunder, shall be subject to\napproval by Licensor, and that each request for a statement, release or other\ninquiry shall be sent in writing to the advertising\/publicity director of\nLicensor for response.\n\n      16.  Key Personnel.\n\n      16.1. At all times during the term hereof, Licensee shall employ a senior\nexecutive, approved in advance by Licensor (such approval not to be unreasonably\nwithheld), whose primary responsibility shall be to manage all of Licensee's\noperations pursuant to this Agreement.\n\n      16.2. At all times during the term hereof, Licensee shall employ a Design\nDirector, approved in advance by Licensor (such approval not to be unreasonably\nwithheld), whose primary responsibility shall be to work with Licensor and the\nDesign Partnership on the creation and implementation of designs for the\nLicensed Products and related activities under this Agreement.\n\n\n                                       22\n\n      17.  Miscellaneous.\n\n      17.1. All notices, requests, consents and other communications hereunder\nshall be in writing and shall be deemed to have been properly given or sent (i)\non the date when such notice, request, consent or communication is personally\ndelivered or (ii) five (5) days after the same was sent, if sent by certified or\nregistered mail or (iii) two (2) days after the same was sent, if sent by\novernight courier delivery or confirmed telecopier, as follows:\n\n            (a)  if to Licensee, addressed as follows:\n\n                            Jones Apparel Group, Inc.\n                            250 Rittenhouse Circle\n                            Bristol, Pennsylvania 19007\n                            Attention: Mr. Sidney Kimmel\n                            Telecopier: (215) 785-1795\n\n                  with a copy to:\n\n                            Jones Apparel Group, Inc.\n                            1411 Broadway\n                            New York, New York 10018\n                            Attention: Mr. Herbert Goodfriend\n                            Telecopier: (212) 921-5370\n\n            (b) if to Licensor, addressed as follows:\n\n                            Polo Ralph Lauren, L.P.\n                            650 Madison Avenue\n                            New York, New York 10022\n                            Attention: President\n                            Telecopier: 212.318.7186\n\n                  with a copy to:\n\n                            Victor Cohen, Esq.\n                            Eighth Floor\n                            650 Madison Avenue\n                            New York, New York 10022\n                            Telecopier: 212.318.7183\n\n\n                                       23\n\nAnyone entitled to notice hereunder may change the address to which notices or\nother communications are to be sent to it by notice given in the manner\ncontemplated hereby.\n\n      17.2. Nothing herein contained shall be construed to place the parties in\nthe relationship of partners or joint venturers, and no party hereto shall have\nany power to obligate or bind any other party hereto in any manner whatsoever,\nexcept as otherwise provided for herein.\n\n      17.3. None of the terms hereof can be waived or modified except by an\nexpress agreement in writing signed by the party to be charged. The failure of\nany party hereto to enforce, or the delay by any party in enforcing, any of its\nrights hereunder shall not be deemed a continuing waiver or a modification\nthereof and any party may, within the time provided by applicable law, commence\nappropriate legal proceedings to enforce any and all of such rights. All rights\nand remedies provided for herein shall be cumulative and in addition to any\nother rights or remedies such parties may have at law or in equity. Any party\nhereto may employ any of the remedies available to it with respect to any of its\nrights hereunder without prejudice to the use by it in the future of any other\nremedy with respect to any of such rights. No person, firm or corporation, other\nthan the parties hereto and the Design Partnership (and, to the extent set forth\nin paragraphs 13.1 and 13.2 hereof, Polo Ralph Lauren Corporation and Ralph\nLauren, individually), shall be deemed to have acquired any rights by reason of\nanything contained in this Agreement.\n\n      17.4. This Agreement shall be binding upon and inure to the benefit of the\nsuccessors and permitted assigns of the parties hereto. Licensor may assign all\nor any portion of the royalties payable to Licensor hereunder, as designated by\nLicensor, and in addition, Licensor may assign all of its rights, duties and\nobligations hereunder to any entity to which the Trademark, or the right to use\nthe Trademark, has been transferred, or to an affiliate of any such entity. The\nrights granted to Licensee hereunder are unique and personal in nature, and\nneither this Agreement nor the License may be assigned by Licensee without\nLicensor's prior written consent, which may be withheld in Licensor's sole\ndiscretion. Any attempt by Licensee to transfer any of its rights or obligations\nunder this Agreement, whether by assignment, sublicense or otherwise, without\nhaving received the prior written consent of Licensor shall constitute an Event\nof Default, but shall otherwise be null and void. Licensee may employ\nsubcontractors subject to the prior written approval of Licensor for the\nmanufacture of the Licensed Products; provided, however, that in any event, (i)\nthe supervision of production of Licensed Products shall remain under the\ncontrol of Licensee, (ii) Licensee shall maintain appropriate quality controls,\n(iii) such subcontractors shall comply with the quality and (iv) such\nsubcontractors shall comply with other requirements of Licensor\n\n\n                                       24\n\nconsistent with the terms of this Agreement, including, but not limited to, the\nexecution by subcontractor of the Trademark and Design Protection Agreement\nattached hereto and made a part hereof.\n\n      17.5. Licensee shall comply with all laws, rules, regulations and\nrequirements of any governmental body which may be applicable to the operations\nof Licensee contemplated hereby, including, without limitation, as they relate\nto the manufacture, distribution, sale or promotion of Licensed Products,\nnotwithstanding the fact that Licensor may have approved such item or conduct.\nLicensee shall advise Licensor in the event any Final Prototype does not comply\nwith any such law, rule, regulation or requirement.\n\n      17.6. This Agreement shall be construed in accordance with and governed by\nthe laws of the State of New York, applicable to contracts made and to be wholly\nperformed therein without regard to its conflicts of law rules.\n\n      17.7. The parties hereby consent to the jurisdiction of the United States\nDistrict Court for the Southern District of New York and of any of the courts of\nthe Southern District of New York and of any of the courts of the State of New\nYork located within the Southern District in any dispute arising under this\nAgreement and agree further that service of process or notice in any such\naction, suit or proceeding shall be effective if in writing and delivered as\nprovided in paragraph 17.1 hereof. Notwithstanding anything to the contrary set\nforth herein, neither Polo Ralph Lauren Corporation nor any other general or\nlimited partner of Licensor shall be liable for any claim based on, arising out\nof, or otherwise in respect of, this Agreement, and Licensee shall not have nor\nclaim to have any recourse for any such claim against any general or limited\npartner of Licensor.\n\n      17.8. The provisions hereof are severable, and if any provision shall be\nheld invalid or unenforceable in whole or in part in any jurisdiction, then such\ninvalidity or unenforceability shall affect only such provision, or part thereof\nin such jurisdiction and shall not in any manner affect such provision in any\nother jurisdiction, or any other provision in this Agreement in any\njurisdiction. To the extent legally permissible, an arrangement which reflects\nthe original intent of the parties shall be substituted for such invalid or\nunenforceable provision.\n\n\n                                       25\n\n      17.9. The paragraph headings contained in this Agreement are for reference\npurposes only and shall not affect in any way the meaning or interpretation of\nthis Agreement.\n\n      17.10. This Agreement may be executed in one or more counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement or\ncaused the same to be executed by a duly authorized officer as of the day and\nyear first above written.\n\n                              POLO RALPH LAUREN, L.P.\n                              By: Polo Ralph Lauren Corporation,\n                                  General Partner\n\n\n                              By: \/s\/ Michael Newman\n                                  -----------------------------------\n\n                              JONES APPAREL GROUP, INC.\n\n\n                              By: \/s\/ Sidney Kimmel\n                                  -----------------------------------\n\n\n                                       26\n\n                                                                      Schedule A\n\n\n                                LICENSED PRODUCTS\n\nLicensed Products shall mean the following women's 'better' apparel products\nbearing the Trademark: shirts, blouses, skirts, jackets, suits, sweaters, pants,\nvests, coats, outerwear, hats. Licensed Products shall also include such other\narticles of women's apparel as Licensor shall, from time to time, designate in\nits sole discretion.\n\nLicensed products shall not include denim pants or shorts, and Licensee's rights\nhereunder shall not be violated by virtue of the manufacture or sale by Licensor\nor any of its affiliates or licensees of any jeanswear apparel sold as part of a\njeanswear line, notwithstanding the similarity of any such products to Licensed\nProducts.\n\nExcept as provided below, this Agreement does not cover any other trademark of\nLicensor or in any way limit Licensor's right to engage in business with such\ntrademarks as it deems appropriate in its sole discretion. However, Licensor\nagrees not to sell or license another complete line of women's apparel with a\n'Ralph Lauren' trademark intended to be sold in the 'better' area of women's\ndepartments in direct competition with Licensed Products (a 'Competing Line').\nThe foregoing restriction is intended to limit Licensor's ability to market an\nequivalent line of 'better' women's apparel under another name, and the parties\nagree that any womenswear sold as part of any other line (and not individually\nto be sold with 'better' products) bearing any other trademark owned by Licensor\nor its affiliates, so long as such line is not a Competing Line, shall not\nviolate the foregoing restriction, notwithstanding the similarity of particular\nproducts and\/or their price points to Licensed Products.\n\nLicensee shall not sell or market Licensed Products in 'bridge' or 'collection'\nareas.\n\n\n                                       27\n\n                                                                      Schedule B\n\n\n                                    TRADEMARK\n\n\n                               LAUREN\/RALPH LAUREN\n\n                                     and\/or\n\n                             LAUREN BY RALPH LAUREN\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                                Replacement Schedule B received\n                                                and filed:\n\n                                                JONES APPAREL GROUP, INC.\n\n\n                                                By: \/s\/ Sidney Kimmel\n                                                   -----------------------------\n\n                                                Dated: 10\/19\/95\n\n\n                                       28\n\n                                                                      Schedule C\n\n\n                       Restricted Individuals and Entities\n\n\n[ * * *]\n\n\n                                       29\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9616],"class_list":["post-42469","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42469","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42469"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42469"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42469"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42469"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}